Contract analysis

Section 1. Identification of Certifying Party The undersigned hereby certifies that the certifying party delivering this Certificate is identified as follows: Full Legal Name: Fairwater Real Estate Investment Trust Entity Type: Real Estate Investment Trust organized under the laws of the State of Maryland Principal Office Address: 7200 Chesapeake Parkway, Suite 1100, Columbia, Maryland 21044 NYSE Ticker Symbol: FREIT

Section 2. Reference to Agreement and Transaction The Agreement provides for Buyer's acquisition of one hundred percent (100%) of the membership interests (the "Interests") in each of the following fourteen (14) entities (each, a "Target Entity" and collectively, the "Target Entities"), each of which is a Delaware limited liability company:

14. GMP Mount Juliet LLC Each Target Entity is the direct or indirect owner of one or more multifamily residential real property assets located across the Southeastern United States, as more particularly described in the Agreement and the exhibits and schedules attached thereto. The aggregate purchase price for the Interests is One Billion One Hundred Million Dollars ($1,100,000,000) (the "Purchase Price"), subject t

Section 3. Bring-Down of Representations and Warranties The undersigned hereby certifies, on behalf of Buyer, that each of the representations and warranties of Buyer set forth in the Agreement (including, without limitation, those contained in Article V thereof) is true, correct, and complete in all material respects as of the date hereof (the Closing Date), with the same force and effect as if made on and as of the

Section 4. Compliance with Covenants The undersigned hereby certifies, on behalf of Buyer, that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Buyer at or prior to the Closing. Without limiting the generality of the foregoing, Buyer has performed and complied with the following covenants and obliga

Section 5. No Material Adverse Effect The undersigned hereby certifies, on behalf of Buyer, that since the date of the Agreement (February 28, 2024) through and including the Closing Date, no event, change, circumstance, occurrence, condition, development, effect, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect

Section 6. Knowledge Individuals All representations and warranties of Buyer contained in the Agreement or this Certificate that are qualified by the phrases "knowledge," "to the knowledge of Buyer," "to Buyer's knowledge," or words of similar import are made to the actual knowledge of the following individuals (collectively, the "Knowledge Individuals"), in each case after due and reasonable inquiry of those employe

Section 7. Accuracy of Closing Documents The undersigned hereby certifies, on behalf of Buyer, that all information provided by Buyer in the closing documents delivered in connection with the Closing, including, without limitation, this Buyer's Closing Certificate, the Secretary's Certificate of Buyer, and all financial statements, certificates, representations, and other information delivered to Pinnacle Federal Ban

Section 8. Survival This Certificate and the representations, warranties, certifications, and statements contained herein shall survive the Closing for the periods set forth in Section 12.1 of the Agreement, as follows: (a) General Representations. The representations and warranties set forth in Section 3 of this Certificate (other than the Tax Representations described in clause (b) below) shall survive the Closing

Section 9. Governing Law This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction, consistent with Section 14.8 of the Agreement. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State

Section 10. Counterparts and Electronic Signatures This Certificate may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to pre